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Form 3 Pony AI Inc. For: Mar 18 Filed by: Lou Tiancheng

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March 18, 2026 6:14 PM EDT
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *
Lou Tiancheng
(Last) (First) (Middle)
1301 PEARL DEVELOPMENT BLDG, 1 MINGZHU
1ST STREET, HENGLI TOWN, NANSHA DISTRICT
(Street)
GUANGZHOU 511458
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
03/18/2026 		3. Issuer Name and Ticker or Trading Symbol
Pony AI Inc. [ PONY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Technology Officer
 5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Ordinary Shares 80,197
D
 
Class A Ordinary Shares 110,828
I
By IWAY LLC
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares   (1)   (1) Class A Ordinary Shares 19,068,770 (1) I By IWAY LLC
Class B Ordinary Shares   (1)   (1) Class A Ordinary Shares 2,020,000 (1) I By South Dakota Trust Company LLC as the trustee of Amber Luna Lou Irrevocable Trust (2)
Restricted Stock Units   (3)   (4) Class A Ordinary Shares 354,167 (5) D  
Explanation of Responses:
1. Each Class B ordinary share is convertible at any time at the option of Mr. Tiancheng Lou into one Class A ordinary share. In addition, each Class B ordinary share will be converted automatically into one Class A ordinary share upon any sale, transfer, assignment or disposition, or upon a change of beneficial ownership (subject to certain exceptions).
2. The settlors of the trust are Mr. Tiancheng Lou and his spouse, and the beneficiary of such trust is a family member of Mr. Tiancheng Lou. Mr. Tiancheng Lou is entitled to exercise the voting rights of the Class B ordinary shares held under Amber Luna Lou Irrevocable Trust in his sole and absolute discretion pursuant to the irrevocable power of attorney signed by South Dakota Trust Company LLC. Further, Mr. Tiancheng Lou is entitled to exercise his sole power to direct the exercise of any voting and other rights attached to the trust funds held under the Amber Luna Lou Irrevocable Trust as the sole investment advisor (including the Class B ordinary shares held thereunder). Mr. Tiancheng Lou disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
3. Restricted stock units (RSU) were granted on December 4, 2024. The vesting schedules are 25% of the total RSU granted shall vest on the first anniversary of October 31, 2024, and the remaining 75% of the total RSU granted are scheduled to vest equally with 6.25% at the 25th day of the last month of each quarter thereafter.
4. This grant does not have an expiration date.
5. Each restricted stock unit represents the right to receive, upon vesting, one Class A ordinary share.
Remarks:
Exhibit 24 - Power of Attorney
/s/ Tian Gao, Attorney-in-Fact for Tiancheng Lou 03/18/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

EXHIBIT 24


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